Exhibit 10.12(i)
CLEARWATER PAPER
CORPORATION
RESTRICTED STOCK UNIT
AGREEMENT
2008 STOCK INCENTIVE PLAN
THIS RESTRICTED STOCK UNIT AGREEMENT
(this “Agreement”) is made and entered into on the
Grant Date specified in the attached Addendum to this Agreement, by
and between Clearwater Paper Corporation, a Delaware corporation
(the “Corporation”), and the Employee named in the
attached Addendum (the “Employee”).
W I T N E S S E T H:
WHEREAS, the Corporation maintains
the Clearwater Paper Corporation 2008 Stock Incentive Plan (the
“Plan”), which is incorporated into and forms a part of
this Agreement, and the Employee has been selected to receive a
grant of Restricted Stock Units under Section 10 of the
Plan;
NOW, THEREFORE, for valuable
consideration, the parties agree as follows:
1. Definitions . In addition
to the terms defined elsewhere in this Agreement, the following
terms used in this Agreement shall have the meanings set forth in
this Section 1. Capitalized terms not defined in this
Agreement shall have the same definitions as in the
Plan.
(a) “ Addendum ”
means the attached Addendum.
(b) “ Cause ”
means the occurrence of any one or more of the following:
(i) the Employee’s conviction of any felony or any crime
involving fraud, dishonesty or moral turpitude; (ii) the
Employee’s participation in a fraud or act of dishonesty
against the Corporation, its Subsidiaries or Affiliates or any
successor to the Corporation that results in material harm to the
business of the Corporation, its Subsidiaries or Affiliates or any
successor to the Corporation; (iii) the Employee’s
intentional, material violation of any contract between the
Corporation, its Subsidiaries or Affiliates or any successor to the
Corporation and the Employee, or any statutory duty the Employee
owes the Corporation, its Affiliates or any successor to the
Corporation, in either case that the Employee does not correct
within 30 days after written notice thereof has been provided to
the Employee, (iv) the commission of an act by the Employee
that could (either alone or with other acts) be considered
harassment or discrimination on the basis of gender, race, age,
religion, sexual orientation or other protected category; or
(v) the commission by the Employee of an alcohol or drug
offense in violation of the Corporation’s, or a
Subsidiary’s or an Affiliate’s Substance Abuse Policy
for salaried employees.
(c) “ Disability
” means the condition of the Employee who is unable to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for
a continuous period of at least 12 months.
(d) “ Good Reason
” means that one or more of the following are undertaken by
the Corporation, its Subsidiaries or Affiliates or any successor to
the Corporation without the Employee’s written consent:
(i) the assignment to the Employee of any duties or
responsibilities that results in a material diminution in the
Employee’s position or function as in effect immediately
prior to the effective date of a Change of Control; provided
, however , that a change in the Employee’s title or
reporting relationships shall not provide the basis for a voluntary
termination with Good Reason; (ii) a reduction, without the
Employee’s written consent, by the Corporation, its
Subsidiaries or Affiliates or any successor to the Corporation in
the Employee’s annual base salary, as in effect on the
effective date of the Change of Control or as increased thereafter;
(iii) any failure by the Corporation, its Subsidiaries or
Affiliates or any successor to the Corporation to continue in
effect (or substantially replace in the aggregate) any material
benefit plan or program in which the Employee was participating
immediately prior to the effective date of the Change of Control
(hereinafter referred to as “Benefit Plans”), or the
taking of any action by the Corporation, its Subsidiaries or
Affiliates or any successor to the Corporation that would adversely
affect the Employee’s participation in or reduce the
Employee’s benefits under the Benefit Plan; provided ,
however , that no voluntary termination of Service with Good
Reason shall be deemed to have occurred if the Corporation, its
Subsidiaries or Affiliates or any successor to the Corporation
provide for the Employee’s participation in benefit plans and
programs that, taken as a whole, are comparable to the Benefit
Plans; (iv) a relocation of the Employee’s business
office to a location more than 50 miles from the location at which
the Employee performs duties as of the effective date of the Change
of Control, except for required travel by the Employee on the
Corporation’s, its Subsidiaries’ or Affiliates’
or any successor to the Corporation’s business to an extent
substantially consistent with the Employee’s business travel
obligations prior to the effective date of the Change of Control;
or (v) a material breach by the Corporation, its Subsidiaries
or Affiliates or any successor to the Corporation concerning the
terms and conditions of the Employee’s employment.
(e) “ Grant Date
” means the effective date of the Award of the Restricted
Stock Units to the Employee, as specified in the
Addendum.
(f) “ Retirement Plan
” means the Clearwater Paper Salaried Retirement
Plan.
(g) “ Vesting Period
” means that period or periods set forth in the
Addendum.
2. Award . Subject to the
terms of this Agreement and the Addendum, the Employee is hereby
awarded a grant of Restricted Stock Units in the number set forth
in the attached Addendum (the “Award”). Except as
otherwise set forth herein, the number of Shares actually payable
to the Employee is contingent on the Employee’s continuous
Service for the duration of the Vesting Period. This Award has been
granted pursuant to the Plan and is subject to all the terms and
provisions thereof, a copy of which is attached and the terms and
conditions of which are incorporated by reference into this
Agreement.
3. Dividend Equivalents .
During the Performance Period, dividend equivalents shall be
converted into additional Restricted Stock Units based on the
closing price of the Stock on the New York Stock E
